Puella Magi Charlotte Magica
by Uniko-Starre
Summary: Charlotte is a ten year old girl who was just told she had four days to live. But what happens when a mysterious creature named Kyubey comes and offers to let her live- if she agrees to fight evil monsters called witches? Charlotte thinks she's signing up for Sailor Moon, but she quickly discovers that there's a lot more to it than she thought...
1. Chapter 1

"Charlotte, you only have four days to live."

The world seemed to come crashing down on Charlotte when her doctor said those words. He was trying his best to sound like he felt bad, she knew, but the words sounded so rehearsed and cold, like he didn't actually care that she was dying. But who could blame him? He probably had to tell tons of kids every day that they were going to die, and Charlotte was just another one of them.

The world was a blur after that. Her mother's pleads and cries—"You can't do _anything_ doctor? She's only ten! _Please!_"—may as well have been white noise. Later that day, she saw so many family members, even people she didn't remember that she'd only met when she was a baby. They were all crying over her, but Charlotte couldn't even muster a tear.

This was all happening on TV. None of this could be real. She'd always been sickly, ever since she was a kid, and the leukemia had made it worse, but she'd always managed even if it meant giving up her favorite things. There was no way this could all be coming to fruition _now._ Yes, this had to be fiction—that's why the faces of all her visiting relatives blurred together, and why all their wishes and hopes for her happiness in the afterlife were just background noise, and why their warm tears falling on her when they hugged her didn't feel real. This was all just fiction.

But that night, as Charlotte lay in bed, the numbness that had overcome her all day wore off, and she cried. She sobbed quietly, gripping the hospital bed sheets until her knuckles turned white. Crying always made the pain fly away, but not tonight—the pain would not go away until she was dead.

Suddenly, Charlotte's breaths felt shorter than usual. Had she been crying too much? Perhaps she had cried out all the water in her body and her organs were drying out. One of the nurses did say that could happen if you cry too much, but Charlotte had been sure that was just to keep her from crying all the time, and it had worked up until then.

Oh well, Charlotte thought to herself as she lay flat in the bed and let her breaths get shorter and her pulse slow, let it come. At least I won't have to see my mommy crying again tomorrow.

Charlotte was so wrapped up in the idea of finally letting it all go and dying that she almost didn't notice the cat-creature at her windowsill. But when she did, she didn't think it odd at all—in fact, despite the fact that she was on the fourth story where no cat could reach her, she was rather expecting this to happen. "Are you the angel that's gonna bring me to heaven like Mommy said would happen?" Charlotte said in the strained whisper that she could manage. Her pulse was slowing even more. It was time.

The cat-like creature cocked its head. In the dim light, Charlotte could barely make out its white fur and bright red eyes that pierced the light. Its face was an unnatural, unmoving expression that could be cute, if it were on a stuffed animal instead of a living thing.

"My name is Kyubey," a voice echoed in Charlotte's head. She was still not surprised though; maybe this was just a near-death hallucination.

"H-hello… Kyubey," Charlotte strained again.

"Charlotte, you want to live, don't you?" the voice in Charlotte's head echoed again.

Charlotte thought of all the things she'd done before death. There wasn't much, actually—she mostly just drew pictures, read books and watched TV. There wasn't much for a sick girl to do. "I don't think I would, unless I could be healthy."

"You are an honest girl, Charlotte. Would you like to be able to live again, like a normal girl?"

This got Charlotte's attention. She thought back to all the times her friends had invited her to play with them before she had to be put into the hospital, but she had to decline because she was too fragile to walk too much, or really do anything besides sit around. She thought back to all the things she saw on TV, of men climbing mountains and girls playing sports without breaking their foot every time it hit a soccer ball.

"I-I would! What can I do for that though?"

"If you make a contract with me and become a magical girl, I can grant you any wish you want. I can give you your health again—I can save your life if you just agree to use your powers to fight witches."

"A magical girl… like Sailor Moon?"

"You don't have much time, Charlotte. You will die very soon unless you make this contract with me."

"Sounds fun… I'll do it!" Charlotte said. Her heart had almost stopped, yet she felt like it was dancing from joy.

The cat-like creature flicked its tail. "Wonderful. Your body is far too weak for me to bring it to the place where I usually make contracts, so this place will have to do. Please, formally state your wish so that I can grant it."

"I-I want you to give me my health back," Charlotte said as she took one last sharp breath. Her heart had stopped. Was it too late? I guess so, Charlotte thought as the world faded to black—the last thing she saw was the cat-thing's face floating over her, its red eyes ominously piercing the darkness.

"Charlotte? Charlotte! Are you okay?" a woman's voice, soft and maternal, yet panicked and worrying, filled Charlotte's ears like music. It was her mother waking her up—but her mother was not dead. Was she still alive?

Sure enough, as Charlotte sat up in bed, the smell of warm breakfast food filled her nostrils. Oatmeal with cinnamon sugar and orange juice—some of Charlotte's favorites. But of course, no cheese and dairy—her _real_ favorites.

"Oh thank goodness," her mother practically whispered, embracing her daughter, "I had a bad dream last night that you passed away early. I couldn't believe it—but you're okay now. For now."

Charlotte patted her mother's hair. She loved her mother—she was kind, caring, and beautiful, but she wasn't the best mother ever. Her mother's emotional immaturity had made her father get a divorce, and made Charlotte grow up and learn to deal with her own issues fast.

To her surprise, rather than the usual, five minutes embrace Charlotte's mom gave her after she had a bad dream, her mom pulled away, surprise gracing her eyes. "Oh, honey, you're so… warm!" Her hand brushed against Charlotte's face, "And your cheeks are so rosy! Honey, are you feeling better today?"

Charlotte took a deep breath. It didn't hurt to breathe in a lot. The scent of food smelled warm and delicious, not revolting like it usually did. Even her hands felt strong as she clenched and unclenched them.

"M-mom, I… I've never felt better," Charlotte whispered in surprise.

"Oh baby, I'll get the doctor in here! Maybe he was wrong—maybe you can still live." And with that, Charlotte's mother was gone, leaving Charlotte herself to sit alone in the hospital room. She felt a lump under the pillow where her hand was. Reaching into the pillow, Charlotte pulled out a red gemstone—a very pretty stone. It shined like nothing Charlotte had seen before, not even the diamond on her mother's wedding ring that she still wore.

"That's your soul gem. Always keep it close and take care of it." The voice from the previous night echoed in Charlotte's head. She whipped her head around to the windowsill. Sure enough, the cat-like creature—Kyubey, it said its name was- was still there. In brighter daylight, Charlotte could see its pure white fur and long, ornate ears with gold rings somehow suspended around them. Its paws were fine and dainty, and its tail was fluffy and fat. The creature looked a lot less threatening in daylight than it did at night.

"Kyubey! I—"

"Don't communicate with me out loud, or people will hear us. Just think what you want to say, and I will hear it."

Charlotte nodded. "I'm healthy again! Did you really do this?"

"Of course. And tonight, you will help to pay me back. I will meet you outside your house when your parents are asleep—you must not let them know what's going on—and we will search for witches. I will teach you how to fight them."

"Ah, Ms. Charlotte! Your mother says you're feeling better and want a re-examination?" the doctor said as he walked into the room, clipboard in hand.

"Yes," Charlotte said, looking back toward the window. The cat was gone. Somehow, though, she knew it was still around.

"Can't we wait one more night, please? My mom isn't going to leave me alone tonight," Charlotte thought as she glanced at her mom's hopeful, beaming face.

"Very well, but just one night only," Kyubey said. And with that, Charlotte knew that he was gone. She didn't mind though; she'd rather it not be there for her re-examination. If it knew how happy she was, it might insist that it was only fair for her to start paying it back that night.

"Is something wrong, doctor?" Charlotte's mother said worriedly as he walked back into Charlotte's hospital room, puzzling over his clipboard.

"Your daughter's tumor… it looks like it's disappeared! In fact, it looks like she's perfectly healthy," the doctor said, still staring at the information before him, perplexed.

"You mean I'm not going to die?" Charlotte said. She knew Kyubey had told her she would stay alive, and the gemstone she clenched tightly in her hands was proof of that, but she wanted it to be confirmed.

"If you stay like this, then yes, you will live. Heck, you'll be healthy as a horse."

Charlotte grinned, and tears started dripping down her mother's face through her own smiles. "Thank Jesus, God… whoever did this! My baby girl can live again!"

As her mother said this, Charlotte thought she caught a glimpse of the now-familiar cat-like silhouette in the window, but when she looked, there was nothing. It must have been her imagination.

"Charlotte, wake up," Kyubey's voice was in Charlotte's head.

Charlotte groaned a little, still half-asleep, but sat up nonetheless. She was still in the hospital—the doctor said she'd have to stay there at least three more nights to makes sure nothing changed. "Kyubey? I thought you were supposed to give me one more night before I start helping you. Besides, my mom will notice if I just leave all of a sudden."

Charlotte froze as her mother, sleeping on the couch nearby, stirred a little, but she immediately settled down again.

"Don't worry about her. I'll make sure she doesn't wake up—but Charlotte, you have to help me now, or tons of people in this hospital will die!"

Charlotte was out of bed now, reaching for a dress to put on instead of the flimsy hospital gown.

"Don't worry about changing your clothing; it won't be necessary. Follow me," Kyubey said, jumping off the windowsill and sitting by the door, looking at Charlotte expectantly.

Charlotte hesitated, not wanting to go out in the hospital nearly naked, but Kyubey's red eyes felt like they were boring into her and he sounded urgent. Charlotte dropped the dress and ran to the door.

As she pried the door open, she noticed there was nobody in the hospital. Kyubey darted down the hallway to the right, leading to the staircase. Charlotte almost shouted at him to stop, because what if somebody saw him, but stopped—he seemed to know what he was doing. She took off after him, running for the first time in years.

It felt good, the running. Cool air pumped in and out of her powerful, normal lungs, her bare feet slapped the cold tile floor, and her arms swung in time with her steps. Her every move felt like clockwork—not the usual stilted movements she was used to. She knew all normal people were capable of running like this, but she felt _powerful,_ like she'd never felt in her life.

Half-way down the stairs, Charlotte stopped dead in her tracks as Kyubey darted past a person. She considered going back—what if she got in trouble for walking around so late? She quickly realized, though, that the person, who was trudging down the stairs slowly, was another patient.

"Excuse me, what are you doing here?" Charlotte asked, tapping the person on the shoulder.

The person whipped around causing Charlotte to stumble back a few steps. Their eyes were ignited with fury, and their entire body was shaking. "We are on our way to a better life. Nobody needs us sick patients. We are all worthless. You should come with us," the woman said.

She reached for Charlotte, her long fingernails scratching against Charlotte's skin. "No!" Charlotte screamed, pushing the woman back. The woman stumbled and fell to the ground, yelping in pain, and Charlotte was reminded again that she was normal and had the strength to defend herself.

Now it was time to use that strength to run away.

"Charlotte! What are you doing? Follow me and don't let any of them catch you!"

Charlotte nodded even though she knew Kyubey couldn't see her, and continued dashing down the stairs, away from the now furious, howling patient. Kyubey was waiting for her on the bottom step, near the doorway leading to the lobby.

Charlotte froze again. The lobby was full of patients, all huddled around something—what was it? One of the patients moved aside, and Charlotte gasped as she realized what it was. She'd only seen it on TV a couple times before, in crime dramas and scary movies—it was the electric chair used to execute people, and these patients were lining up for a seat in it while a doctor operated it.

There were already two charred bodies next to the chair, and as Charlotte watched in horror a third person was electrocuted, their body convulsing grotesquely as electricity coursed through their body.

"No, no, no…. this can't be happening!" Charlotte whispered, tears filling her eyes.

"I never said being a magical girl would be easy. Come on now, you have to go to behind the counter—that should lead you to the witch's layer," Kyubey said, looking at the door.

Charlotte stood frozen, afraid to move another inch so the patients would not see her, when she heard a _thud thud thud_ dashing down the stairs, accompanied by enraged howling, coming closer and closer. The woman had got up and was coming after her.

Charlotte shoved the door open and booked it to the counter where patients normally checked in during the daytime. Thankfully, it was away from where the entranced patients were all congregated—not so thankfully, as the woman Charlotte had pushed burst into the room with angry snarls and howls, all eyes were suddenly on Charlotte and suddenly they were all coming after her, snarling like a pack of wolves.

Charlotte ran faster, her heart pounding against her chest. She was almost there, but the people chasing after her were adults with longer legs. She had to move fast, faster even than any healthy girl she'd ever seen.

A cold, heavy hand brushed Charlotte's leg as she tumbled behind the desk. Suddenly, though, the howls stopped—she was no longer in the hospital. Instead, the world around her was dark, nearly pitch black. The only other thing she could see, what she quickly realized with horror, was blood, thick and red and oozing down the close walls of whatever place she was in.

"Am I dead? Did those people kill me?" Charlotte murmured. "Oh!" She jumped as she felt something warm brush against her leg. Kyubey was two paces in front of her.

"Charlotte, come this way. The witch should be up ahead; if we go quietly we won't attract any of its minions."

Charlotte nodded. As they slowly and quietly tip-toed down the hall, Charlotte took a moment to collect her thoughts. Everybody in the hospital appeared to have gone insane, and now she was being sent off to fight this… _thing._ She didn't even know what she was about to fight, or how she'd manage.

"What's a witch?" she thought, communicating telepathically with Kyubey.

"It's a monster that uses its power to control people and make them do awful things… like that scene you just saw outside the witch's layer. They often cause people to commit suicide and murder. They feed off of negative energy; that's why they often attack places like hospitals. Magical girls are the only ones who can enter a witch's layer and fight them."

"But… I've never fought anything before! How can I fight this witch thing?"

"Don't worry. You'll be able to transform when we get there to fight it. But for now, don't use any magic—we don't want to grab the witch's attention before necessary. We want the element of surprise here."

Charlotte nodded, and kept padding down the hall—making extra sure to keep quiet now that she knew what a witch was. They sounded scary.

As they ventured further down the hall, a crack of light appeared at the end of the hallway and came closer and closer. Besides the blood on the black walls thickening, other morbid objects started to appear—needles, vials, and other medical items. However, there was something strange about the items that appeared. They looked almost… fake, like if Charlotte reached out to touch one of them, her hand would simply pass through. And yet, they were most certainly there—they were casting shadows on the ground in the faint light.

As they finally reached the end of the hall, the crack of light suddenly jolted open by itself, revealing a plain, bright red room, with white crosses like the ones on the side of a an ambulance adorning the walls and ceiling and floor. In the middle of the room, there was a grotesque creature of sorts, with a mere lump for a body, and six rows of eyes and the tail of a squirrel skeleton and the claws of a rotting cat. Its twelve eyes were all looking directly at Charlotte and Kyubey.

"It's noticed us! Transform now!" Kyubey shouted.

"I-I…" Charlotte muttered. How could she transform? Kyubey said it would come naturally, but as she clutched the spirit gem she'd made into a necklace, nothing was happening.

"You can do it. You are a magical girl, so you _must _be able to!"

It was the first time in a long time anybody had told Charlotte that she could do something. Normally, people just told her that she was too frail and sick to do this or that, even something simple as eating her beloved cheesecake. Usually nobody encouraged her, not wanting to raise the hopes of the sick dying girl. For once, someone believed in her—Kyubey genuinely believed that she would be able to kill this thing.

Suddenly, the creature's neck elevated, and lunged like a snake—and ten times faster than one—directly at Charlotte.

"No!" Charlotte screamed, clutching the soul gem harder than ever. Suddenly, the gem felt warm. As Charlotte let go, she began to float for a moment, and her entire body was enveloped in light. She gazed in awe as, by magic, her clothes changed, from the frumpy hospital gown to something downright adorable—sleeves too long for her hands, a short red cape with a scalloped edge, her hair styling seemingly by itself to look like candy, a brown vest like the fudge on her favorite ice cream, and red bloomers to match the cape. A giant fork, light enough to carry but heavy and sharp enough to use as a weapon, appeared in her hands last. The monster drove its face right into the fork, poking straight into four eyes. It reared back and yowled, like a dying cat.

"I- I transformed! Just like Sailor Moon…" Charlotte gasped in wonder, surveying her costume. She looked like a giant dessert—a dessert magical girl!

"Charlotte, jump!" Kyubey's voice caught Charlotte's attention just in time for her to notice the beast lunging right at her again. Without even thinking, she jumped high into the air, her legs like springs. Her body tossed and turned about in the air like she was a rag doll, she'd jumped so high—yet she was in control of each turn, each flip she did in the air. For once, she was in control of the situation, had the power to control what happened to her.

The beast reached one of its claws all the way up, and attempted to catch Charlotte. She reacted just in time, instead sticking her fork into its fleshy claw. The best yowled again, pulling back the paw.

"Finish it off, while it's distracted!" Kyubey said.

Charlotte closed her eyes tight as she fell the final few feet before she could stab the beast in its head. This time, instead of her depending on others, others were depending on her to stop this beast, or else they'd die. She had to do it; she had to kill this thing, to pay back everyone else for helping her when she was helpless and sick. But this time, she wasn't helpless—and she was going to kill this thing!

As those thoughts echoed in her heart, a knife appeared in Charlotte's other hand. Instinctively, as Charlotte reached the beast's face she crossed the fork and knife. "Happy ending!" she shouted in English before slashing each weapon to the side. The beast gave a final howl of pain before disappearing, disintegrating into nothing. Along with it, the world around her disintegrated as well.

Now, Charlotte was outside the hospital, in the back where the trash was dumped. As she landed, she was suddenly in her hospital clothes again, though she was still sweaty and panting from battle. Something clattered on the floor as it fell where the witch was defeated.

"Charlotte, pick that up," Kyubey said as he sat next to the thing that had fallen out of the witch. She obeyed, gently holding the black stone. It was almost like her soul gem, but it didn't shine at all. "Now, hold it to your soul gem." She obeyed that as well.

Instantly, Charlotte's soul gem, which had been the tiniest bit cloudy, was cleansed, becoming sparkling red once again.

"Oh… I didn't even notice it was dirty!" Charlotte said as she watched her precious gem become clean once again.

"These grief seeds that witches drop can clean your soul gem, which will become dirty if you feel despair or use your magic. You must always keep your soul gem clean. Understand?" Kyubey said.

Charlotte nodded. "Yes. Yes, I do." Suddenly, she noticed that in the sky, the sun was rising. "It's so late! We have to hurry back to bed, or mom will freak out!" Charlotte said. She ran inside and dashed upstairs as quickly and discreetly as she could—luckily, nobody saw her. The staircase she took was an alternative one away from the lobby, so she could have easily have never saw what took place anyhow.

When Charlotte got back to bed, the hospital finally started to uproar.

"There are people! People dead in the lobby! Oh my god…!" One doctor was screaming outside. Suddenly, people were running around and shouting outside, though they must've been reminded that there were terminally ill patients on that floor because they quieted down as much as possible when facing a terrifying crisis pretty quickly.

It had been pretty terrifying, Charlotte thought as she pictured the burnt bodies lying in a heap. She hoped nobody else had to face that fate while she was fighting the witch.

Finally, her mother stirred awake. "Charlotte, dear? What's all the fuss?" Her mom said as two more doctors ran by outside speaking in frantic almost-whispers.

"I don't know, mommy. Maybe somebody was hurt?" Charlotte said. It was wrong, but she silently congratulated herself on being such a good liar.

"Well, don't you concern yourself with it now sweetie. I'll go find out what happened."

Later that day, the news reports started coming in on nearly every TV station. "Five were killed in a mysterious incident tonight at Yamamoto Hospital. Reports say that a mass hallucination caused many patients to get up in the middle of the night and congregate around an electric chair, where Dr. Daisuke Miyazaku operated it. Many of the patients have an unknown fluid in their bloodstreams, leading officers to believe that the doctor drugged these patients and led them to their suicide this way. However, it is still unclear as to why the suicides stopped so suddenly, and why Miyazaku himself seems so shocked at the events. All involved are being held for questioning now."

"Almost all of them are going to die, you know," Kyubey said. He was sitting in the windowsill, despite the fact that Charlotte's mom was in the same room.

"Kyubey! What are you doing? What if mommy sees you?"

"Don't worry; nobody can see me unless I want them to. Before bringing those patients to the electric chair, the doctor injected almost everybody there, save for the stragglers like the woman who attacked you, with a fatal, slow-working poison. Those people will all feel fine for a while, maybe even long enough for this case to be 'figured out,' but soon after they will all fall horribly ill and die."

"So… I was too late to save them anyhow?" Charlotte thought, horror spreading across her face. Her mother noticed quickly.

"Oh baby, don't worry! Nobody you know was there, and you're okay now. I promise you're going to be all right!" she said, hugging her daughter close.

"Yes, but you stopped the witch from killing many more. Had you not killed it, the witch's influence would have spread and, in all likelihood, the whole hospital could have suffered the same fate," Kyubey said.

"That… it's still terrible," Charlotte thought, tears clouding her eyes. Her mother hugged her closer.

"Sometimes a magical girl's mission does not always pay off. But, in exchange for your life, you must. We did make a contract, you know."

Shoving aside all thoughts of the hordes of patients present at the lobby the previous night, and the thoughts of the charred bodies and the similar sad fate everybody else would soon suffer, Charlotte thought of how good it had felt to fight that witch. Every bone in her body had felt like steel, her legs like springs and her heart like a lion's. She was strong, powerful, and beautiful. That… was a feeling she could get used to.

Summoning a weak smile that said she was okay, Charlotte pushed away from her mother. Seeing her daughter's smile, her mother sat down again, though still wary.

"I'll keep doing it, Kyubey," Charlotte said, looking out the window where the cat-like silhouette sat and flicked its tail side to side. "I will keep fighting as a magical girl."


	2. Chapter 2

"I'm off, mom!" Charlotte called down the hall as she tightened the knot on her pink sneaker.

"Are you sure you'll be okay, honey? It's only been two weeks since you got out of the hospital, and I—"

"I have my cell phone; I'll call you if anything happens, _bye!_" Charlotte said as she darted out the door.

It had taken two weeks of begging and pleading, but finally Charlotte's mother was letting her out of the house without supervision (during the day, of course—Charlotte snuck out every night with Kyubey to hunt witches either way). The sun seemed even brighter than usual as Charlotte ran down the street—she always ran—past the two siblings six houses down from her playing a game by their house, past the elderly man who lived by himself fixated on watering his lawn, but nobody else. Everybody else was either at work or in school (as it was so late in the year, Charlotte wouldn't have to return to school until the next semester started—which she was okay with, of course), so the streets were quiet and almost deserted.

It was probably better like that, Charlotte decided as she slowed to a trot. That way, nobody would ask her why she ran everywhere, or accidentally catch her disappearing as she tumbled into a witch's layer.

"Kyubey!" she sent the thought out telepathically.

Sure enough, seconds later Charlotte felt something warm brush against her leg, and Kyubey was trotting alongside her.

"Have you seen any witches around, Kyubey?" Charlotte asked as she slowed to a stop to let Kyubey climb up on her shoulder. He wasn't heavy as he looked; in fact, he was light as a feather.

"I believe I sensed one about one mile west of here."

"West? But… there's not much there, is there? I thought most of that area was under redevelopment," Charlotte thought, turning to run in that direction anyhow.

"If anybody wandered alone in that area, they would make easy prey for a witch. The witch could easily influence them without anybody else getting in the way."

"Makes sense," Charlotte nodded, "then I guess I better kill it fast!"

Charlotte scanned the area—nobody was around. She ducked into the nearby ally anyhow. Then, clutching her soul gem, she allowed the familiar, warm glow to surround her before emerging as the dessert magical girl.

A grin spread across her face as she jumped to the rooftops with a single, effortless hop. Of course, running felt great and all, but nothing beat running about town as a magical girl.

Jumping from rooftop to rooftop, it only took a few minutes to get to the part of town Kyubey had described. Charlotte's eyes narrowed as her soul gem began to glow brighter—the witch was nearby.

Calling that section of town a "slum" would be a compliment. At least a slum had people—there was nobody in sight, and the resounding silence from all directions echoed that. Unlike the rest of town, the ground was still made of pavement, rather than the smooth, marble-like material that covered the rest of town. The houses were all in shambles, their ancient wood frames crumbling and downtrodden from the test of time. It was no wonder that the entire area was set to be destroyed soon.

Charlotte followed the witch's path, gazing intently at the soul gem on the bow that clasped her red cape at her chest. The gem's glow was becoming brighter and brighter, until it was as brilliant as the day she first received it. She looked up—the witch was in an old church.

There was something strange about the church, though—even though it was made of stone, other houses made of the same material nearby were just as decayed as the wooden houses. The church, however, looked habitable. Unlike the other houses, where dust caked the windows, the stain glass windows on the church were clean and brilliant. It was clear that somebody was still living there—no doubt, that person was about to fall victim to the witch.

"Charlotte, wait," Kyubey said before she could dash into the church, "I don't think you should fight this witch. You are not strong enough to take it on alone."

"I've been fighting witches every night for three weeks, Kyubey. I think I can handle this one witch," Charlotte retorted, an icy coldness infecting her voice.

"You're hardly a veteran. I suggest you leave this one alone and—"

"I _said,_ I can handle it!" Charlotte growled, speaking out loud. She paused for a moment, waiting for Kyubey to react. He didn't—he just stared at her, with his cold, unmoving expression. Charlotte sighed and lowered her arm to the ground, allowing Kyubey to jump off. "I could be too late as it is. I'm not going to let whoever is here die."

With that, Charlotte dashed into the church, the witch's layer materializing around her as she entered.

The lair was oddly quiet—normally, when Charlotte marched right into a layer already transformed, the witch flung its familiars right at her. However, this layer was completely silent, and not a living thing was in sight. All around her, for miles it seemed, bookshelves towered, the spines of the books engraved with ancient runes. Books were floating far above her, but other than that, nothing moved.

Charlotte knew the peacefulness had to be a hoax, though. Somewhere outside the witch's labyrinth, somebody was surely being brought to their death by the witch. Fury filled Charlotte as she imagined an innocent person being manipulated to jump off a building, or to stab themselves in the chest, or stick a gun up their mouths and shoot.

"Come out here you coward!" she screamed as she allowed her weapon to materialize in her hand. She struck the base of one of the bookshelves, causing the whole thing to fall over.

The books came flying down as bombs, exploding as the hit the ground. Charlotte, caught by surprise, barely had time to throw up a barrier to protect herself.

That's when the screams started. Ear-piercing, horrifying screeches, the cries of a demon. Between that and the books exploding all around her, Charlotte was afraid she might go deaf.

One book that was about to make impact with the ground stopped all of a sudden, then rose up and slowly opened. The silhouette of a girl shone on the pages of the book in place of text.

Through the explosions and screeches, Charlotte barely made out the maniacal laugh of a young girl before suddenly, all the books that had been falling in scattered patterns before were falling directly on her.

Hard as she tried, Charlotte's barrier was shattered by the fourth book or so. She cried out as the next book, missing her by inches, exploded, flinging her back into another bookshelf.

As the shelf toppled over, even more books were falling toward her now. Her knuckles white from gripping her weapon, Charlotte darted in a zig-zag pattern toward the witch, hoping to throw the books off. Each time, the books missed her by inches, and the screeching and explosions and cackling of the witch only seemed to grow louder. It was all Charlotte could do to not stop and plug her ears, the noise was so loud. Still, she pressed on, the witch getting closer and closer.

"I've got you!" Charlotte shouted as she leaped up above the witch, the second part of her weapon, a giant knife to match her fork, materializing in her hand.

However, before Charlotte could slash the witch with her finishing move, the witch let out another cackle and suddenly disappeared, the book falling lifeless toward the floor.

"What?" Charlotte whispered, her eyes growing wide as the shell of the book exploded on the floor. She cried out as something struck her in the back, pummeling her into the ground. She looked up to see another book with the witch adorning its pages floating above her. It had long ribbons, adorned with text, protruding from its pages, and it was using those ribbons to pin Charlotte to the ground as books from the shelf behind it flew directly toward her.

Blood was dripping from Charlotte's forehead now, the witch had slammed her head so hard. She struggled as hard as she could, thrashing every part of her body, desperately trying to break free, but to no avail. She choked back tears as the books came ever closer, and hung her head down to meet her fate. Kyubey had been right—she was foolish.

It was strange, though—she felt the explosion, and the heat from the fire, but no pain. Suddenly, the ribbons pinning her down were gone, and she was free. Was she dead? Was this her soul drifting from her body?

No, she was alive, Charlotte realized as she hoisted herself up to her knees. But how? That explosion should have killed her.

To her surprise, Charlotte turned to see two girls, a little older than her, crossing their weapons—a spear and a sword—creating a barrier the color of the sunset. The girl with the sword, with blue hair like the ocean, turned to Charlotte. "We'll take it from here!" she said.

"Mimi, let's go!" the second girl, with green hair like grass, said to the blue-haired girl.

The two uncrossed their weapons, and the barrier disappeared. Simultaneously, they both leapt toward the witch, weapons outreached. The witch, taken aback at the sudden appearance of the two girls, froze as they jumped into the air. "Let's go!" said the blue-haired girl, a song-like tone to her voice. She sounded way too cheerful for a girl hunting witches.

"Double slash!" the two shouted at once. They slashed their weapons across in the shape of an "X," similar to what Charlotte did with her weapon. The witch was instantly torn to pieces, and let out a final, ear-piercing cry as it disappeared into nothing, its layer disappearing around it.

The two girls changed as soon as they hit the floor, their costumes becoming normal casual clothes. Charlotte was about to change back as well, not wanting to expend any more magical energy, when she noticed the man on the balcony above. He was clearly about to jump before, but now he was unconscious, helpless to do anything as his body teetered over the railing.

"Watch out!" Charlotte cried as she dashed under the balcony. She just barely caught the man, her magic giving her strength to hold him even though he was twice her size. She sighed deeply as she placed him back on the ground, finally allowing her costume to fade. She was more tired than she realized.

"Nice catch there, newbie!" chirped the blue-haired girl—Mimi, Charlotte thought her name was.

"'Newbie?' I… I'm not… I've been doing this for almost a month now!" Charlotte pouted. It sounded bad when she said it like that, but she _felt_ pretty experienced.

Mimi laughed. "A month? Honey, we've been doing this thing for a year now! You're a newbie, as far as we're concerned."

"Well _I_ thought I was doing pretty well…" Charlotte muttered.

Mimi laughed again, patting Charlotte on the head. Charlotte always knew she was short, but both these girls were pretty tall—Mimi was almost twice her height. "I like you! We should hang out," Mimi said.

"Mimi, come on. There's that familiar across town that we have to take care of, remember?" the green-haired girl said, approaching the two.

"This sour-puss right here is my sister, Kiki," Mimi said, completely ignoring her sister, "You might not be able to tell, but we're twins. Just fraternal though, thankfully."

"What's that supposed to mean…?" Kiki muttered.

"My name is Charlotte."

"Charlotte? That's a funny name," said Mimi.

"No, it isn't. My grandmother from France named me. She said that when I was born, my cheeks were red like the strawberries on her favorite dessert, so she came up with the name for me- so it's not funny at all," Charlotte said defensively.

"France, huh? That's why you look so funny. And, no offense, but that is kind of a funny story. Who names their grand kid after a dessert?"

"Mimi, don't make fun of her. It's a very nice story," Kiki said to Charlotte's surprise. She expected Mimi to say something back, but she just nodded.

"Sorry, she's right. It's a sweet story. Now, where is it…? Ah, here it is!" she said, tossing Charlotte a strange gem. It was a grief seed. "You need this, right? You were using an awful lot of magic before; I bet your soul gem is pretty dirty by now."

"But… but you saved me! Don't you need to clean your gems?" Charlotte said. Her gem was pretty dirty, though—the light was duller than she'd ever seen it.

"Nah, we just cleaned our gems. You'd already roughed up that witch, so we didn't even have to use a lot of magic. You've earned this!"

Charlotte nodded hesitantly, but placed the point of the grief seed to her gem nonetheless, making it clear red once again.

"I'll take that," Kyubey said, brushing against Charlotte's leg like a cat.

Curiously, Kiki stiffened as Charlotte tossed the grief seed to Kyubey. "We need to get going, or that familiar is going to hurt somebody," she said, out the door before anybody could stop her.

"Okay!" Mimi said, "Charlotte, do you want to come with us? We won't get any grief seeds from killing a familiar, but we'll save a lot of lives and, quite frankly, you need the experience."

"Insulting people is no way to make allies," Charlotte muttered, but followed Mimi out the door anyhow.

"Well, you're never going to be a good magical girl if you're all cynical! Loosen up a little, huh?" Mimi laughed. Charlotte couldn't help but smile a bit with her—her smile was contagious.

"Let's go, you two! Charlotte, you can come along, but Kyubey? You stay here. There's no grief seed that's going to come out of this so you'll just get in the way," said Kiki.

The three ran to the familiar, all keeping pace with one another. Charlotte couldn't help but marvel at the whole thing—the last time she'd been able to run alongside anyone, she'd been a toddler. However, she couldn't help but notice Kiki was acting a bit peculiar—she kept looking back at the church even when it was out of sight, as if she was afraid something was following them.

"What's wrong?" Charlotte asked.

"I just want to make sure that fox thing doesn't follow us," she grumbled.

"Kyubey? Why don't you want him with us?"

"I don't know. His face just creeps me out—it never moves, you know? I don't trust him."

"Oh, come on, give him a break, will you?" Mimi said, nudging her sister. "He did give you a second chance at life, you know."

"I don't trust him either way. He acts too much like a business man for my taste—what with the contracts and obligations. He saved me, but it's not like it was for free."

The three slowed down as their soul gems began to glow brighter. None of them were out of breath.

"Looks like it's right around the corner," Mimi said. She turned to Charlotte. "Shall we go?"

* * *

Charlotte returned home in a better mood than ever. For the first time since she was hospitalized, she'd made some friends—and not just any friends, but magical girl friends. She didn't even know there were other magical girls! They were the only ones who could really understand each other, and against the familiar they'd made a fantastic team.

Charlotte was returning home later than she'd promised her mom—about half an hour late, to be precise, but she was sure her mom wouldn't mind. She might get yelled at, and lectured and maybe even grounded, but as long as Charlotte was safe and healthy, her mom surely wouldn't complain that much, especially if she knew what her daughter was doing when she left the house. No doubt, killing that familiar had saved many lives.

Something was strange when Charlotte returned home, though. Even though everybody should have been coming home at that point, nobody was outside—not even the old man with the strange infatuation with watering his lawn. As Charlotte turned the corner to her house, she realized with horror why.

Ambulance lights flooded the front of the house, and all the people who were usually outside their own houses formed a crowd around the vehicle. Memories filled Charlotte's mind of all the times her health had been threatened and the same had been done for her. Horror-stricken, Charlotte made her way through the small crowd—all of whom politely parted upon seeing who she was—to see her mother on a stretcher, being carried inside the car.

"Mom-!" Charlotte cried, rushing to the stretcher. She was stopped by a man easily five times her size, huge and brawny.

"Miss, you have to stay back. Is this your mother?" the man said, his voice booming.

Charlotte nodded and stopped pushing obediently, though secretly she fantasized about pushing the man over and running to her mom, like she'd done for Charlotte so many times before. Charlotte had the power to do that now, if she wanted, she thought to herself as she clutched her soul gem with white knuckles.

"Your mother is in critical condition right now, so you can't see her for a little while. Your neighbors have offered to look after you for the night, but you can visit your mother probably tomorrow morning."

Charlotte gulped. "Visit her… where?" She knew exactly where, but she didn't want to admit it to herself as visions of needles and life support systems and children destined to die ran through her head.

"The hospital—for now, your mother has to go to the hospital."


	3. Chapter 3

The hospital never seemed so quiet. Normally, it was busy and bustling with patients and doctors alike, but this wing of the hospital was nearly empty, for whatever the reason. The only sound Charlotte could hear as she sat fidgeting in the waiting room was the distant groan of patients in pain. Memories came flashing back of all those nights Charlotte had spent lying in bed, not knowing whether or not she'd be able to wake up the next day, flickering in and out of sleep and in pain—_always_ in pain. To think of her mother, the naïve, happy, somewhat melodramatic mother she knew in the same situation—Charlotte choked back a sob and tried not to think of it.

"Charlotte?" a warm female voice caught her attention. Charlotte looked up to see a nurse, slim and pretty, carrying a clipboard. "Your mother is ready to see you now. I must warn you, though, she's very tired, so you'll have to keep this brief."

Charlotte nodded, wiping the tears that had started rolling down her cheeks, and followed the nurse down the echoing, winding hallways to her mother's room. With so few people and the disgusting smell of antiseptic hanging in the air, the halls were not unlike a witch's labyrinth.

The nurse knocked on the door before entering. "Come in," a frail voice that Charlotte barely recognized as her mother's sounded from behind the door. The nurse opened the door and gestured Charlotte inside.

"I'll be back in five minutes for another check-up," the nurse said. Noticing Charlotte starting to tear up again as she gazed at her mother, pale as death and chest reflecting ragged breaths, she shot the two a look a pity before returning back to the hall.

"…Mommy?" Charlotte said, approaching her mother.

Her mother outstretched a white, shaky hand. Charlotte grasped it lightly, taking care not to break the fingers so light they felt like glass.

"Oh, honey… you're so warm. I'm glad you're here," Charlotte's mom said, smiling as much as she could muster.

"Mommy, I'm so sorry."

"Whatever for, baby?"

"I think I gave you my cancer."

Her mother's laugh was dry and, had Charlotte not seen the corners of her lips turn up, could have been confused for a cough. "Cancer isn't contagious, honey. You are _not_ to blame for this."

"Then who is?" Charlotte said.

"Nobody. Maybe me—maybe I should've taken better care of my body, eaten more vegetables—but certainly not you, baby."

Charlotte felt her mother's hand grow weaker. She was choking back tears just as the nurse arrived. "Charlotte, you have to leave now; we need to run some tests on your mother. Your neighbors have offered to watch over you again for tonight; they're waiting outside."

Gently placing her hand down on the bed, Charlotte gave her mother a kiss on the forehead. "I'll come visit you tomorrow, mommy."

"I look forward to it, baby," her mother said with a frail grin.

Charlotte left the room even more distraught then she came—that was the worst she'd ever seen her mother. Outside, her neighbors, the Motto's, didn't say a word to her as she stepped into her car. They just looked at her, with that look of pity she'd always gotten when she was sick. Charlotte hated that look.

* * *

It was easy to sneak into the hospital that night. With the aid of her soul gem, Charlotte was able to simply sneak into her mother's room through the window without being detected. Thankfully, her mother was asleep. Charlotte even wondered if she was dead, as she examined her still face. Her mother's face was never that still, not even when she'd been sick before. She was so melodramatic, always laughing, or crying, or pouting or fuming—even when she was asleep, her jaw was always slack, and she snored loudly.

But when Charlotte had spoken to her mother earlier, she'd seemed so dead. There was hardly any emotion in her voice, except for maybe remorse or pain, and now she was almost completely still—Charlotte would have thought she was dead, had the constant beeping of her vitals not betrayed that fact.

A warm female voice—the nurse from before, Charlotte realized—echoed from down the hall, coming towards the room. No problem, Charlotte thought as she clutched her soul gem. With just a wish, she was invisible, and remained undetected as she stepped aside to allow the nurse and her companion—the doctor, Charlotte assumed—step to her mother's bedside.

"…The poor dear. Have you figured out what it is yet?" the nurse said in a whisper.

"Nothing, yet. It's the strangest thing—her body is shutting down, but none of the tests indicate _why._ There's no trace of any virus or bacteria in her blood, and there's not a tumor or anything anywhere. But, at this pace… she probably won't last another two weeks," the doctor said, taking a few papers off the table at the foot of the bed.

"Has her daughter been told yet?" the nurse said, following the doctor out the door.

"Not yet, but we're going to tell…" the doctor said, his voice trailing off as the two walked away.

"Such a shame you used your wish when you did. If you'd waited a bit longer, you could've saved yourself _and_ your mother," a familiar voice echoed in Charlotte's head. She looked up to see Kyubey, sitting casually in the window sill just like he did the night he saved her.

"Kyubey! You have to talk to her when she wakes up! I'm sure that, if you gave her the chance, she'd want to make a contract with you."

"That's impossible," Kyubey said, Charlotte's face falling as he immediately shot her down, "I only contract with young girls. Your mother is too old to be able to contract with me."

"So… that's it? She's just too old?" Charlotte muttered, tears dripping off her chin onto the floor. She thought back to all things her mother had done and said—she certainly acted like a young girl. The one time it could work to her advantage, it just… couldn't work?

"It's a shame, too. If she were just a few years younger, she would almost certainly be able to contract with me." Kyubey flicked his tail, his expression ever unmoving.

"Go away, Kyubey," Charlotte choked under her breath, "I don't want to see you again."

Kyubey's red eyes seemed to glint in the darkness. Had his expression ever changed, surely he'd look amused. "Well, then, I'll be on."

Charlotte stood next to her mother for a few minutes, thinking over what Kyubey had said. Her mother was just a _little_ too old to be saved. Because of that, she was going to die, and Charlotte—who'd so foolishly wasted the wish on herself—couldn't do anything about it. Why hadn't she wished to cure cancer? Or all diseases for that matter? Why hadn't she just wished for the eternal health of both herself and her mother? Her wish had been so selfish—the threat of death and disbelief had clouded her judgment that night.

As she calmed down, a familiar voice called her back to reality. "Are you okay now?" Mimi said from behind her. Charlotte turned to face her friend, concern in her eyes, with Kiki standing beside her. Letting out a choked cry, Charlotte ran forward and hugged her, burying her face in Mimi's chest.

Mimi pet Charlotte's head, letting her cry. "It's okay, it's okay… it's going to be okay," she reassured her.

Finally Charlotte pulled back, wiping the tears away. "I'm sorry, Mimi, now I got your shirt all wet."

Mimi giggled, her laugh warm and kind. "It's okay, you've had a rough day, kid. Do you want to come back to our house for tea? Take your mind off things."

"N-nothing would be better right now," Charlotte said, genuinely smiling for the first time since she'd come home to her mother being taken away by an ambulance.

* * *

Kiki's tea was warm, not too hot. It was very sweet and smelled like cinnamon flowers. But that wasn't the best part—along with the tea, Kiki had served Charlotte's favourite food in the world—cheesecake. She hadn't had any since the day she'd been discharged from the hospital and her mom had brought her out for dinner. The rich, sweet taste filled Charlotte with joy as she slowly chewed and savored the dessert. So much so, she almost forgot about her mom in the hospital. Almost.

"Is it good, Charlotte?" Kiki asked, sipping her own tea.

"Mm-hm! It's really, really good!" Charlotte said, swallowing another bite of cheesecake.

Mimi giggled again. "Glad to see you're back to your old self. Anyhow…"

Both Kiki and Charlotte exchanged puzzled looks as Mimi got up and retrieved a manila folder from one of the many cabinets that filled the kitchen. The apartment was in a lavish building, with a wonderful kitchen and two huge bedrooms. Most notably missing were parents, but Charlotte knew better than to ask about that—no doubt every magical girl had her own dark past.

"I admit I had sort of a double motive in inviting you here tonight," Mimi said as she pulled out the single sheet in the folder, "I wanted to make you feel better of course, Charlotte, but there's something really important I need to tell both of you."

She placed the paper on the table. There was a huge mish-mash of information on it, including a map location, coordinates, a time, and a whole other bunch of numbers that seemed meaningless. "When I was getting the groceries this week, another magical girl approached me. She was kind of mysterious looking, you know? Long black hair, willowy build. She told me that, supposedly, on this date," she pointed to the date on the paper—two weeks from then, "a sort of mega-witch is going to appear. Walpurgis Night, she called it."

"Walpurgis… Night?" Charlotte repeated.

"That's right. Supposedly, it has the power of a hundred witches, and it doesn't need a barrier to survive. So, it's going to just materialize in the middle of the city, and if all the magical girls in the area don't work together to get rid of it, it's going to kill _everyone."_

Kiki tensed, clenching her fist. "So, this is it, huh? What all this witch hunting has been for… it's all been leading up to the ultimate fight, Walpurgis Night."

Mimi grinned a bit. "I know I shouldn't be excited, because it could kill the whole city and all, but it is kind of exciting. It's like the last boss in a video game, you know?"

Charlotte couldn't help but giggle at the image of a bunch of tiny pixel magical girls, fighting the final boss in a video game.

"Well… what do we do now?" Charlotte said, taking one last sip to finish off her tea.

"Nothing much we can do until that night, except fight some witches," Mimi said.

* * *

As it turned out, there was a witch right nearby—right near the hospital Charlotte's mother was staying at.

"Good, it hasn't noticed us," Kiki said as they all stepped into the witch's lair, "That means it's probably very young, and hasn't had time to do any damage yet."

"Thank goodness," Charlotte sighed as she thought of her mother just three stories above her.

"You two go at your own pace, I'll go scope the place out!" said Mimi before taking off.

"Is she going to be okay…? What if she gets attacked?" said Charlotte.

"She'll be fine; don't worry. She always scopes out a lair if we're not immediately noticed. She's much better at sneaking around than me. The question is, are _you_ okay?" said Kiki.

The lair, like most she'd encountered around the hospital, was dark, and the air was heavy like death. This lair in particular had huge trees sprouting all around in no discernable pattern. Medical tools scattered around, as well as some dolls and objects Charlotte recognized from the children's room—perhaps this witch targeted children? Nonetheless, she hated any lairs that resembled a hospital, ever since the day she'd finally been allowed to leave it—and apparently, it showed on her face.

"I'll be fine," Charlotte reassured Kiki with a smile.

"You seem to really hate hospitals. Even the other night, when the familiar was throwing syringes at us, you got a little pale."

Charlotte nodded. "Before I became a magical girl, I was really sick. I had to spend every day in the hospital… and I hated it," she clenched her fists as she thought of all the long, sleepless nights she'd spent shrouded in that antiseptic smell. "The only thing that ever made it better was when my grandmother would come visit. She'd always bring games to play with me and books to read… but, she passed away last year."

"Your grandmother was really precious to you," Kiki remarked.

"Yeah. She was like a second mother to me. She practically raised me after my dad left."

"Your grandmother named you, right? That's why you're so protective of your name."

Charlotte nodded, and Kiki gave a slight smile.

"Don't tell Mimi I told you this, but I'm rather fond of my name, too," said Kiki.

"Really? It seems kind of cute-sy for you… no offense."

Kiki laughed. "None taken, I get it all the time! It's just… 'Kiki' sounds kind of like 'Mimi.' It's kind of nice how it matches, you know?"

"It must be nice to have a sister. I never had any siblings, or even any really close friends."

"It can be kind of a pain, especially since Mimi always acts without thinking. But really, it's all worth it in the end. Mimi is kind of like… my second half. I'd do anything to protect her, and I'm sure she'd do the same for me." Kiki stopped talking, suddenly looking embarrassed. "Sorry, I didn't mean to go all mushy on you."

Charlotte laughed. "It's fine, really. I mean—"

"You guys, hurry up!" Mimi's voice echoed in both their heads, "There's a magical girl knocked out in the witch's main chamber!"

"We'll be there in just a second. Protect her with all you've got!" Kiki sent the thought out. She turned to Charlotte. "Let's go!"

The two transformed immediately, catching the attention of the familiars nearby. The toys that had been floating in empty space, seemingly just part of the morbid decoration that covered every witch's layer, sprang to life and attacked the two. Both Charlotte and Kiki easily fended them off with their weapons, running as fast as they could all the way.

"These familiars are too easy!" Charlotte said as she ran.

"Careful, don't get too cocky!" Kiki warned, "Sometimes, the witches with the easiest familiars are actually the toughest, or they keep the strongest familiars in their main chamber."

"Right, I'll keep that in mind!" Charlotte said as she shook off the five dolls with black eyes and sharp fangs that were clinging to her weapon.

Suddenly, they were in the witch's chamber. Keeping with the rest of the lair, the chamber was dark, but there were no trees, except around the edges. Unlike other lairs, however, a starry night sky was miles above where there usually was a ceiling.

"Help! Guys, help me out here!" Mimi's voice cried out from above. The two looked up to see Mimi, suspended in mid-air, her body rigid and unmoving, clearly restrained by some sort of spell.

"Mimi! What happened?" Kiki shouted out.

"It's the witch! She cast some spell on me, and I couldn't move, and now I'm floating up!"

"Ugh…" a voice groaned from nearby. Charlotte looked over to see a magical girl with dark brown hair, lying crippled on the ground. Her weapon, a huge gun, lay just out of her reach. A while silhouette of a little girl with curly locks stood nearby, cackling maniacally as it approached the girl—the witch.

"Charlotte!" Kiki ordered, "Protect the girl!"

With that, Kiki took off in a huge leap, as her sister floated ever higher.

Charlotte dashed over to the magical girl, stabbing at the witch with her fork. The witch jumped backwards, cackling louder. She took several more stabs, the witch avoiding each one. Finally, the witch was backed into the corner of its lair. It stopped cackling all of a sudden, sending chills up Charlotte's spine.

"Aaaaah!"

Charlotte glanced behind her to see Mimi, still suspended in air, being approached from all sides by fairy-like creatures that have been cute—if they didn't have long, sharp claws, terrible black eyes and fangs dripping with blood. Below, Kiki was jumping for what must have been the tenth time, her sister just out of her grasp.

"I can't reach her!" cried Kiki.

Charlotte turned back to the witch, who had a hand extended toward her. Glitter poured out of her hand and blasted at Charlotte—she reacted just in time to throw up a barrier. Sure enough, all the medical paraphernalia the barrier deflected the glitter onto began to float up, up, up into the air, and out of sight.

Mimi's screams grew louder as the fairies came closer to her. Kiki kept jumping as high as she could, but her sister was only getting higher into the infinite sky. Finally, Charlotte advanced forward, holding the barrier as best she could, and took another swipe at the witch when she was finally close enough. The witch jumped back, stopping the spell just long enough for Charlotte to run away to her friends.

"Charlotte! What are you doing? Protect the girl!" Kiki said as she landed from another jump, panting and drenched in sweat.

"Protect her for me just for now! We have to save Mimi!" Charlotte said as she, too leaped into the air.

As she rose, she tried to ignore Mimi's screams—it was painful to hear her scream, when she'd been so kind to Charlotte. The twins had saved her when she was about to die, and Mimi in particular had invited Charlotte to come along with them. Because of Mimi, Charlotte finally had friends—and now, she was about to die.

To her horror, Charlotte began to fall just ten meters below Mimi. "No-!" she said as she began to descend. This couldn't be happening. She couldn't let her friend, just out of her reach, die—not like this!

As had happened that first night in the hospital, the overwhelming desire to save her friend spread through Charlotte as a warmth. Her soul gem glowed as it began to work it's magic—and sure enough, two wings, one blue and one red, sprouted from Charlotte's shoes. She stopped in mid-air, the wings somehow suspending her.

"This is… amazing!" Charlotte said as she took a step up, walking in air like how she might walk on ground. She could fly!

The witch gave an anguished cry as Charlotte ascended ever further and swiped all the fairies away from Mimi. However, as Mimi swiped the last fairy away, the same glitter that the witch had threatened Charlotte with before hit Charlotte's weapon, and just like that it floated away from her grasp.

Giving another cry, the witch made a gesture and, as if on command, a beast from deep within the forest let out a cry. Suddenly, it emerged—a terrible, green monster with fly wings stuck on it's back—flying right toward Mimi and Charlotte.

Charlotte tried to grab Mimi to get out of the way, but she was stuck there—the magic was holding her.

Kiki, still holding a barrier as familiar after familiar flung itself at her and the other magical girl, heard her friend and her sister's ear-piercing cries. "Crap!" she cried. The monster was going to kill her best friend—and her sister. Between the familiars and the witch's spell, her barrier was weakening—she couldn't even protect herself forever.

Giving an anguished cry, Kiki broke the barrier and dashed right toward the witch. Clearly not expecting such an attack, the witch's spell stopped for just a moment—long enough for Kiki to stab it right in the heart.

The witch released a final shriek before disappearing, along with the barrier and everything inside it. Mimi was released from the spell, and landed effortlessly right next to her sister with Charlotte.

Kiki scooped up the grief seed from the ground. "Wow, your soul gem is really dirty," said Mimi as the three transformed back. Kiki's soul gem was nowhere near as brilliant as usual, and dark spots tainted the bottom. Charlotte and Mimi's soul gems were also a little dim, but otherwise clean.

"You should take this soul gem for yourself, Kiki. It must have taken a lot of magic to kill the witch in one hit like that," said Charlotte, concern in her voice.

"Wait," said Kiki, walking over the fallen magical girl.

"Is she… alive?" asked Mimi.

"Her chest is moving… but it doesn't look good," said Charlotte.

"I'm going to check her soul gem. If it's dirty, I'll share this grief seed with her. I don't want a fellow magical girl dying because I took her prey," said Kiki.

Neither Charlotte nor Mimi stopped her as she approached the magical girl, going to flip her over to find her soul gem—however, just as Kiki stooped by her side, the fallen girl opened her eyes and leapt to her feet, simultaneously grabbing her gun and putting Kiki in a head lock and pointing the gun to her head.

"Give me the soul gem, you bitch," the girl growled, her red eyes flaring.

"Kiki!" Charlotte and Mimi cried, clutching their soul gems in preparation to transform.

"If you two transform, she gets her brains blown out!" barked the girl, pressing the gun harder into Kiki's head.

"Let me go!" screamed Kiki. Her soul gem glowed with a bright flash, stunning the other girl as Kiki managed to wrestle out of the lock and take a good few steps back. As the other girl aimed the gun, Kiki transformed and threw up a barrier just as the girl shot at her. Mimi and Charlotte also transformed, but just as they did so the girl materialized a second, bulkier gun and shot an odd sticky substance that pushed the two to a nearby wall and rendered them unable to move.

Kiki was panting, already visibly exhausted. The girl grinned as she trained the gun on her. "Soul gem a bit dirty, huh? Just give me the grief seed and you won't have to dirty it even more."

"Listen, put that gun down. We can share this grief seed. We don't have to fight," said Kiki.

The girl's eyes narrowed. "This is my territory, and that was _my_ prey. That grief seed is mine."

"I saved your life."

"Doesn't change the fact that it was my prey."

Kiki glared at the girl, unmoving.

"Hmph," the girl said, training the second gun on her—it changed shape as she did so, becoming slimmer and lighter. "Guess I'll have to kill you then!"

The girl fired her guns, the bullets shooting continuously one after the other, each shot a damaging explosion on the barrier Kiki threw up.

Both Mimi and Charlotte struggled, but were unable to move even an inch. Charlotte desperately tried to tap the power of her soul gem—to use some kind of magic, and kind of magic—but she couldn't even feel it through the panic.

Kiki wasn't able to advance forward like she had with the witch. The girl's shot were too powerful to risk throwing the barrier down. If she was shot once, that was it—the explosions were powerful enough to tear her body apart, the heat enough to incinerate her.

Finally, Kiki couldn't take it anymore. The barrier shattered, and Kiki crumpled to her knees as the girl stopped shooting. The grief seed rolled in front of her as she fell even further on her side, and the girl plucked it off the ground with a triumphant sneer. As she turned to pick up the seed, Charlotte noted with disgust that her soul gem at the center of her back was shining bright.

"Should've given up while you had the chance. Well, I'm not going to stick around for what happens next. Later, girls!" she said. The paste disappeared and Mimi and Charlotte were released as the girl disappeared in a flash, probably by magic.

"Kiki!" Mimi said, running over to her fallen sister's side.

Kiki was still lying on her side, her body convulsing.

"Kiki… oh my god, Kiki! Are you okay? Say something!" she cried, shaking her sister's shoulder.

Unable to say a word, Kiki slowly turned to look at her sister and, tears streaming down her face, reached out a shaky hand. Mimi gripped her hand firmly, and looked her sister straight into the eye as she let out a final cry and her soul gem shattered.

* * *

The darkness that followed was indescribable. Charlotte couldn't see anything in front of her, let alone her allies.

"Kiki? Mimi!" she cried into the darkness.

"I'm right here!" said Mimi, grabbing her hand, "But… but where is…"

The two screamed as a piercing light suddenly barreled right toward them. Mimi materialized her weapon in time to stab the incoming object—it was just enough to stop it in its tracks.

"A car?" Charlotte gasped as it came to a stop in front of them. There was something unusual about it, though—there appeared to be faces drawn all over it—faces that bore a striking resemblance to the otherworldly appearance of objects inside a witch's layer.

"Dammit! This is just like that night!" Mimi said as she flung the car away with her sword.

"That night?" Charlotte asked, but before Mimi could answer three more cars came flying at them from all different directions. Charlotte quickly materialized her weapons and managed to stop two cars, while Mimi easily batted away the third with her sword.

The two moved closer until they were back to back, bracing themselves for more familiars to come at them. Just then, a familiar laugh sounded from overhead, sending chills up Charlotte's spine. "It can't be… Kiki?"

Suddenly, the two were rising, being plucked from the ground by a giant disembodied hand with twenty fingers. Charlotte screamed, thrashing around and trying to break free, and Mimi slashed her weapon through one finger holding her, causing it to let her go. The laughing continued.

Mimi crawled up on the hand before she could fall and, balancing carefully, made her way to Charlotte. "Hang on! I'm going to get you out of there!" she called, stumbling across the hand.

"Kiki! That's Kiki's laugh! She turned into a witch!" Charlotte sobbed as she continued thrashing about.

Mimi slashed a finger holding Charlotte, allowing the hand's grip to loosen enough for her to escape. "Don't even say that!" shouted Mimi.

A second hand was suddenly barreling toward them as Charlotte struggled to stand along Mimi on the ever-rising hand. The two reacted just in time, jumping on top of a finger on the end. The finger thrashed around, trying to lose the two, but Charlotte dug her fork into the hand and the two held on to it.

As the second hand flew back to where it came, Charlotte spotted a giant gray head without any hair or feature above them. "Hang on!" she said as she grabbed her weapon and Mimi's hand. Wings sprouted from her shoes again, and just like before she dashed up to the head like she would on pavement. Holding her hand, Mimi seemed to gain the same ability.

The two landed on top of the head. It was much lighter there than it was below—almost too bright, in fact. Thinking fast, Charlotte ran down the head until she was right by the ear, Mimi following. The two crawled into the ear canal as a hand came flying from outside and stuck a finger down to follow them—thankfully, the two were already far away enough to avoid the finger. Avoiding each other's gaze, the two continued down the canal. They both knew what had happened to Kiki—they were just afraid to admit it.

Like the outside of the head, the inside of the ear canal was gray and almost featureless. It looked more like a normal small hallway than an ear canal as well, with sharp corners and no digits or indents on the walls. As the two walked, their footsteps made a sound like they were hitting pavement.

Charlotte couldn't take the silence anymore. "Mimi, I… I know it looks bad right now, but I'm sure Kiki is going to be okay! Maybe if we just talk to her…"

Kiki didn't answer, but Charlotte noticed tears dripping down her face, and stopped talking. Finally, the two reached the end of the corridor, revealing a huge, white room with a green, amoeba- like monster in the center of it.

"Kiki!" Charlotte shouted at the creature.

Mimi stiffened as the monster turned to them, groaning as it moved, but Charlotte took yet another step forward, determined.

"Kiki, I know you're in there! You've got to snap out of it! Please, don't do this anymore!" Charlotte continued, still stepping forward. Her heart filled with hope when, even as she advanced, the monster was still. Eventually, Charlotte came close enough to reach out a hand. "Please, Kiki… remember us!"

Suddenly, the monster, growing an arm out of it's side, engulfed Charlotte's arm in it's slime.

"Aaaaaaugh!" Charlotte cried as the monster sent a volt of electricity through her.

The current was incredibly strong—enough to kill a normal human several times over. As it continued to course through her body, Charlotte feared for a moment that it would even kill her—it was the first time she'd been truly afraid since that night before she'd become a magical girl.

Suddenly, the arm was sliced clean off by a familiar blade, and the electricity stopped. Charlotte crumpled to the floor, her energy spent and her hand charred. Mimi was standing over there, blade ready.

"Mimi, don't! We can save her!" Charlotte cried.

"My sister is dead," Mimi muttered, tears streaming down her face, "she's not alive in there. There's no way the Kiki I know would ever hurt her friends!"

Mimi lunged forward, stabbing the blade into the center of the witch. The witch retaliated by sending another jolt of electricity, coursing through the blade and shocking Mimi. Catching her off guard, the witch sent another arm out and pushed Mimi to the wall.

"Stop it!" Charlotte screamed. The witch had only shocked her through her hand, but most of Mimi's body was engulfed—if the witch shocked her like that, Mimi would die. At the thought of losing both of her only friends in one day, both of Charlotte's weapons materialized in her hands. "Don't hurt her!" she screamed as she sliced the witch through the center of its body.

With a monstrous cry, the witch disintegrated, just like all the other witches before it. And, just like all the other witches, as the labyrinth decayed, a grief seed tumbled out from the witch's corpse.

Charlotte scooped it up, cradling it in her hands. "Kiki… oh, Kiki!" she sobbed, gently holding the seed.

Mimi, crumpled on the floor nearby, wasn't even able to say anything. All she could do was stare into the distance in disbelief, tears streaming down her cheeks.

"Mimi… your soul gem…" Charlotte said, noticing her friend's soul gem at her throat. It had black flecks on it like Kiki's had. "You have to clean it!" she said, kneeling next to her friend.

Mimi had shook her head. "I can't… I can't do that. I can't do that to Kiki!"

"It's what she would have wanted!" Charlotte blurted out, shoving the grief seed into her hand.

"What's the point?" Mimi shouted, gripping the soul gem, "We're just going to end up like… that! Why are we fighting?"

"Mimi, don't leave me!" Charlotte cried, holding her hand, "Just… just stay with me until Walpurgis Night. Don't you remember what it feels like, to save a life? If this Walpurgis Night is as big as that girl said… we'll be saving thousands. After that Night, we can shatter each other's soul gems. That way, there's no way for a witch to be born, right?"

Mimi sobbed again, but nodded. "Kiki… Kiki would've said that too."

Shoulders still heaving from sobbing, Mimi carefully held the grief seed to her soul gem. As the darkness from her gem transferred to the grief seed, she finally allowed herself to cry out loud, burying her face into Charlotte's chest after her gem was cleaned.

* * *

"You didn't tell me I would have to end up like that," Charlotte said as she walked home by herself. She'd left Mimi at her apartment, where she had said she'd like to be left alone for a while, but halfway to Charlotte's temporary home to her neighbor's house, Charlotte felt a familiar presence.

Sure enough, Kyubey stepped out from the shadows, following Charlotte's footsteps.

"You never asked," he said.

"How can you be so cruel? How can you lie to girls like that, girls that just want to live? Girls like… like me?"

"I didn't lie. Besides, you girls should consider it an honor to die like that. You're saving the world, you know. If it weren't for the magical energy formed from a soul gem hatching into a grief seed, the world would be completely out of energy by now. We'd all be dead."

"But… but this is wrong!" Charlotte cried, stopping to face Kyubey, "Didn't you _see_ Mimi's face? She just lost her only family! And I… just lost my friend…"

"If I told people up front what was going to happen, they would never do it. You humans, young girls especially, have emotions that are great for harvesting energy, but they can cloud your judgment. If you thought clearly, you'd realize that this way is the best."

Shaking with anger, Charlotte grabbed Kyubey by the throat and held him in the air, soul gem glowing with the temptation to kill him. He just tilted his head. "Killing me will solve nothing, you know. I have many bodies, and there are many just like me around this world. Go ahead and destroy this body if you want, but it will just be a waste of magic in the end. Don't you want to live a little longer?"

Charlotte, still shaking, held him there for just a moment before throwing him on the ground.

"You're awful," she choked out. With that, Charlotte turned to walk back to her temporary home.


	4. Chapter 4

It was well past nine o clock, and the once-bustling hospital was becoming ever more silent. Of course, the noise was distant in the first place—this floor, where Charlotte's mother stayed, was for patients who were condemned to die and wanted to live their last few weeks peacefully. Most patients slept. Some stared outside the window all day and wept, some watched the TV numbly as news about all the horrors the world had to offer flashed across the screen, and some mumbled to themselves quietly—or, in Charlotte's mothers case, softly spoke to the rare visitor.

"You're such a good girl, Charlotte, coming to visit your mother every day… your grandmother would be so proud of you," her mother said with her quiet, listless voice.

"I always look forward to visiting you, Mom," Charlotte said, forcing a little smile. She was lying, of course—her mother was just a husk of the lively woman she used to be. Visiting her everyday, making forced conversation about how nice the neighbor's house was and how great things were going at home—it was almost too much for Charlotte to bear. However, what kind of daughter would she be if she left her mother alone to waste away in the hospital bed? Even when Charlotte had been destined to die, her mother had stayed by her side every day.

"Oh… when did you stop calling me 'mommy?' You're growing up so fast…" she said, smiling just a tiny bit—the most she could muster.

Charlotte didn't say anything. She didn't even realize she'd started doing that, herself—then again, this woman lying in that bed was hardly the mother she knew.

And Charlotte felt terrible for thinking that.

"Charlotte? Visiting hours are over, honey," said the familiar voice of the nurse, peeking inside the dark and dreary room.

"Okay, just one second," Charlotte said, turning to her mother. "Mom, I'll come visit you the same time tomorrow," she said, kissing her mother on the forehead. Her skin was cold and taut, like she wasn't even alive.

"Thank you, so much…" her mother said before allowing sleep to claim her once again from the state of drowsiness that constantly overcame her.

Charlotte didn't look back as she left the room. As she walked downstairs and began the (thankfully brief) walk to her temporary home, her mother's words echoed in her head—"Your grandmother would be so proud of you."

Memories of Kiki, becoming a monster and trying to kill her own twin, flashed in Charlotte's mind. It had been made painfully clear to her—_that _was what she was to become. A monster. A mindless killer that would kill as many as she had saved as a magical girl. Would her grandmother be so proud of her if she knew that her granddaughter had been so desperate to cling to life that she made a decision that would inevitably result in the demise of herself and too many others?

Her grandmother was a kind, loving woman. She'd loved her only daughter and granddaughter with all her heart. Still, she had been a good, Christian woman—she loved Jesus and His virtues as much as she loved her family. There was no way she'd approve of Charlotte striking a deal with the devil.

* * *

"Charlotte, there's a witch about two miles east of here. We should take care of it," a familiar voice echoed in Charlotte's mind as she sat up on the futon she'd been given to sleep on. Turning to look out the window, the silhouette of a young girl waited outside in the front yard.

"I'll be right there, Mimi," Charlotte thought, quickly grabbing some clothes before leaving. She was almost glad a witch had shown up—it'd been almost a week since she'd gone witch-hunting with her only friend, and ever since Kiki's demise Mimi had avoided Charlotte outside of hunts. Charlotte had tried to visit her at her apartment, of course, but every time she went to visit, Mimi was out somewhere—who knew where.

It was easy for Charlotte to open the window from her second story room and jump to the ground—little abilities like that had been amazing in the beginning, but now they only taunted her, a constant reminder of what she was destined to become. As Charlotte landed on the ground, Mimi's soul gem immediately began to glow as she transformed into her magical girl form.

"Mimi…" Charlotte said.

"What? We can get there faster this way," she said, turning to glare at Charlotte.

Charlotte wanted to remind her not to waste magical energy, that it was important to conserve magic and that every grief seed they had to use was potentially another soul wasted, but she bit her tongue. Every time Mimi was reminded of her sister's demise and her own destiny, her soul gem grew a bit darker. In fact, ever since her sister had died, a permanent dullness had engulfed her gem—even when it was freshly cleaned, it never shone bright like it did. Mimi was also never quite like her old self since that night.

"It's nothing," Charlotte said, transforming as well.

Hopping from roof top to roof top, shrouded in the shadows of the night, it was much easier to find the witch than it would have been if they were not transformed. Despite knowing that her magical energy was being borrowed from girls just like Kiki who had met her fate, Charlotte still couldn't help but enjoy being transformed. It was awful, but like that, those bedridden days spent stuck in the hospital seemed so far away that they weren't even real.

The witch was in an old factory in the same area Charlotte had met Kiki and Mimi in.

"Um… this is the second time I've fought a witch here! I wonder why there's so many? I thought witches usually liked higher-populated areas…" Charlotte said, trying to break the tense silence that hung between her and Mimi as the two landed in front of the factory.

"The few people that come around this area are poor or homeless. They're more depressed in the first place and easier to manipulate, easier for witches to kill," Mimi said, very matter-of-factly, "Let's not waste time with small talk. We have to take care of this witch."

Hesitantly, Charlotte followed Mimi, the gap between them wider than ever before. As usual, the world dissolved around them as they stepped into the witch's layer—pictures of faceless women were plastered on otherwise white walls. The hallway was narrow for a labyrinth, but there was no ceiling in sight. Nonetheless, the layer felt claustrophobic and cramped.

Suddenly, the floor beneath them was jerked forward as the witch sensed their presence, and the two were transported further into the lair. Unfortunately, where most other labyrinths had a clearing that the witch inhabited, this witch's chamber had a hall just as narrow as the rest of the lair.

"How are we both going to—"

"Charlotte, stay back. I'll take care of this _thing_," Mimi said, cutting Charlotte off before she could finish her sentence. Before Charlotte could say a thing, Mimi lurched forward, sword already materialized. She sliced through the witch, the faceless silhouette of a monster, like it was butter—but of course, that was far too easy. The witch reassembled itself almost immediately, letting out a cry as it did so and releasing tentacles that ensnared an off-guard Charlotte.

"Mimi!" Charlotte cried as another tentacle, this one with a sharp blade on the end, protruded from the witch. She struggled as hard as she could, but the tentacles held her firm.

"So, I just have to destroy this thing all at once, huh?" Mimi murmured to herself as she turned to the witch again. Her soul gem glowed with terrifying power—power that she didn't really have. "Take this, you bastard!" she cried, slashing vertically through the witch, her blade glowing. The light from the blade seemed to infect any piece of flesh that it touched, spreading from the cut throughout the witch's body.

Charlotte screamed as the bladed tentacle shot at her, aiming it's blade straight at the soul gem on her throat. However, just as she squeezed her eyes shut in preparation for her inevitable fate, the tentacle froze as the light reached it. The witch cried out in pain, an ear-piercing sound that made Charlotte want to clasp her hands over her ears, as it disintegrated into nothingness.

Charlotte landed in a crumpled heap, circulation cut off from her arms and feet. The witch had been holding her so tight it was painful, and difficult to breathe. Hurt and exhausted, she immediately transformed back almost involuntarily. "Mimi…" she murmured as she looked up at her friend, still transformed.

Mimi hadn't bothered to free Charlotte before attacking the witch. Everything had turned out okay, but there was no way she could have known the blade wouldn't reach her throat before the witch died—after all, it had been mere inches away from Charlotte's soul gem before the light had infected it.

"You were careless. You shouldn't have let the witch grab you so easily. We are magical girls, _aren't we?_" Mimi said, not looking her in the eye.

A groan sounded from the other room—a terrifyingly _human_ groan.

"Oh, no…!" Charlotte said, scrambling up and limping to the door.

Sure enough, in the middle of the empty room, a young woman lay on the floor, a shard of glass embedded deep in her belly and blood all around her—obviously, the work of the witch.

"Miss! Miss, are you awake?" Charlotte cried, rushing to the woman's side. She was vaguely aware of Mimi standing in the doorway, watching the scene unfolding before her.

The woman glanced at Charlotte with fearful eyes. "Please… get help…" she gasped, tears of shock falling down her face.

Charlotte gripped the woman's hand. It was already cold, and life was quickly slipping from her eyes. "Wait, please hold on! I can save you!" she cried, trying to gather her thoughts and focus her magic.

But it was too late. As soon as Charlotte felt the familiar warmth spread through her body, the woman gave a final, sputtering gasp, and fell silent. Her chest was still, and her hand hung even limper than before in Charlotte's hand.

Tears were falling down Charlotte's own face now. "We… we couldn't save her…" she muttered, gazing at the woman's lifeless face. She was so young, so pretty... and she so much resembled Charlotte's own mother.

"Dammit." Mimi spat out from behind Charlotte. Charlotte turned to see a terrifying sight—her friend, even still in magical girl form, her soul gem becoming almost completely black.

Charlotte stood up and turned to face her friend. "Mimi, I…" she began, but her voice faltered. She couldn't say a thing as tears began to stream down Mimi's face.

"Charlotte, do you want to know what my wish was when I became a magical girl?" she began, still not looking up. "Kiki and I both became magical girls at the same time. We were in an accident. Our parents both died, but Kiki and I… when Kyubey approached us, she wished for me to live, and I wished for her to live. Since we became magical girls at the same time, in exchange for each other's life, our special abilitie as magical girls were connected as well. When we fought together, we each had the strength of two magical girls. However…"

Mimi stepped closer, kneeling next to the woman's corpse. "However, when we were separated, our power was only half of the normal magical girl's." She stood, and turned to Charlotte. "So now, it costs me twice the power to defeat a witch. I forgot that today. If I had just used more power in the first place, and killed the witch in one blow… this might now have happened."

She wiped away another tear, and Charlotte tensed. Mimi was clearly slipping away, and her soul gem was becoming ever darker with each passing moment.

Suddenly, she let out a terrible, dark laugh. "We couldn't even save one person! We're such terrible magical girls, aren't we? We… we…"

"Mimi, please stop!" Charlotte cried, stepping toward her friend.

"We might as well just become witches now!" Mimi cried, tears streaming down her face.

The words hung in the air like a poisonous black smog. It was then that Charlotte realized that this girl—the girl standing a mere few feet from her, who'd just unleashed a declaration saying that she'd lost touch with her humanity—that was no longer Mimi. Much like her sister before her, who couldn't even remember her name that she so treasured, Mimi was gone.

But still, she stood there, head hung low, her soul gem growing even darker, sobbing and sniffling like she was a normal girl and not a monster. "Charlotte… please. Shatter my soul gem."

Charlotte stood in shock, unable to speak.

"Please, just do it!" Mimi cried, crumpling to her knees, "You saw how the witch appeared to come from Kiki's soul gem before. Maybe, if my gem is destroyed before it gets too dark, then maybe I don't have to kill anyone. Maybe I don't have to become a monster…"

Charlotte just stared at Mimi's soul gem. Each second, another black fleck covered a spot that had once been brilliant blue.

Taking a deep breath to stifle a sob, Charlotte focused for just a moment, and her weapon appeared in her hand. When she had first held this weapon, it had felt great—after all, she was using a giant fork to save people! But in that moment, Charlotte wanted nothing more than the throw the thing out the window. She had to do it, though—she had to kill her only friend in the world.

Mimi didn't even cry out as Charlotte shoved one of the knife-sharp prongs into her soul gem, shattering it into hundreds of pieces. Her face became peaceful and still, and her body fell to the floor like a rag doll.

It could have just been her imagination, but Charlotte swore that as she broke the gem apart, for just a moment, it returned to its original ocean blue colour.

* * *

The hospital seemed even more dreadful than usual. Charlotte's mother's condition had deteriorated impossible further, and with every visit she spoke less and less. It had gotten to the point where Charlotte just grabbed a chair and flipped on the TV after she'd greeted her mother—she couldn't bear to just watch her mother lie lifelessly in bed, like the woman who'd died at the hands of a witch.

"They tell me I don't have much longer," her mother said one day as Charlotte listlessly watched the news, not really taking in anything that was said or shown.

The tone of her mother's voice disturbed Charlotte deeply. Her mother had lost her liveliness in the hospital, but even then her words at least had some tone to them—a hint of sincerity, a touch of sadness. But these words, words that should have meant everything, were spoken like nothing—her mother's voice was completely emotionless and empty.

"Th-that's what they told you a while ago. I'm sure you'll be fine!" Charlotte said, avoiding eye contact with her mother.

"Not this time, honey," she said, her voice low. "I want you to be a good girl for Mr. and Mrs. Takaya next door. They'll be taking care of you from now on—they had me fill out the paperwork this morning."

At this, Charlotte turned to her mother, who still had her gaze fixed on the TV. "I love you, mom," Charlotte choked out, squeezing her mother's cold hand.

"I love you, too."

* * *

It was as if those last words, the first ones with any real emotion in them since she'd been hospitalized, had used up all her energy. Just five minutes after telling her daughter her fate, Charlotte's mother fell asleep. She wasn't dead—yet. She sure seemed like it though. Her hand was colder than usual, her chest hardly moving. It was only the weak beeping of her life monitor that indicated any sign of life left in her.

"She looks terrible," a familiar, cocky voice echoed from behind Charlotte.

Memories of Kiki, fighting the magical girl she'd saved, the one who'd let her savior die, came crashing back to Charlotte. Slowly, she turned. Sure enough, the girl was standing there, nonchalantly leaning on the door frame.

"What do you want?" Charlotte spat, voice cold.

"I sensed a magical girl when I was walking by, so I decided to check it out," said the girl, sitting on one of the few seats in the room, "I went through something like this a while ago, too. My mom died from cancer."

"Is that why you became a magical girl?" Charlotte said.

The girl snorted. "Obviously not. Otherwise she'd be alive, you know."

"She didn't even remember her name, you know."

"What? Oh, you mean that girl from before? The one I turned into a witch? Face it, she had what was coming to her. If you want to get by as a magical girl, you've got to play dirty sometimes."

"Your soul gem was fine! You didn't _have_ to 'play dirty!'" Charlotte cried, clenching her fists, "Do you know what her sister went through? Do you know what _she_ went through? You just turned her into that… that _thing_ that couldn't even remember something as precious to her as her own damn _name_, and for what? To add an extra grief seed to your collection?"

"Jeez, I'm sorry. Sometimes I get low so it's good to have back ups. Listen, I want to tell you something—I think you might actually be able to save your mother."

Charlotte froze, taken aback, eyes locked on the girl. "How?"

"Just use your magic to, you know, heal her."

"You don't think I've tried that?"

"You have to use a _lot_. I don't think even a fully cleaned soul gem would quite be able to handle it. If you try it, I'd be prepared for the worst…"

"I'll turn into a witch?"

The girl laughed again, her cackle not unlike the Wicked Witch of the West's. "No, no, that won't happen if you're using the magic to heal somebody! What might happen is… well, you'd lose your powers and whatever you wished for."

"What?" Charlotte gasped. Kyubey hadn't told her anything like that.

"Yeah, it's kind of a big sacrifice and all, but if you want to save your mommy so bad, it might be worth it." She stood up, opening one of the nearby windows. The air that blew in was freezing and ominous. "Well, I'll leave you to do whatever you want. Just… don't regret whatever you do, okay?"

And with that, the girl jumped out the window, closing it behind her with magic, and she was gone.

Charlotte sat down again, almost dizzy and overwhelmed. She could save her mother. All it meant was giving up her powers and going back to how she used to be.

It wasn't so bad, that way. After all, if she gave up her powers, didn't that mean she wouldn't have to become a witch? But… if she gave up her powers…

She gazed at her mother, lying in the hospital bed. Of course, if she gave up her powers, that was the life that was waiting for her. It was a life that wouldn't last much longer, and certainly wouldn't be pleasant.

Compared to life as a magical girl, it was deplorable. Sure, she was destined to become a monster and possibly kill a few, but maybe she could save even more? And besides… as a cancer patient, she couldn't even run. She could hardly breathe, or talk, or even think for herself. As a magical girl, she could not only run, but she could _fly._ Every bone in her body felt like iron, and her mind was always sharp. She was strong, powerful… more powerful than most people could ever imagine. Would she be willing to trade that life in exchange for her mother's life?

Charlotte's hand hovered over her mother's chest, preparing to use as much magic as necessary to cure her, but her mind froze. She just couldn't do it. She could never go back to the way she used to be.

She collapsed into a fit of sobs and tears, burying her face into her hands, when her mother roused just the slightest bit.

"Mmm… Charlotte? You're still here?" she said, glancing at her daughter, "I'm glad. I had the best dream, just now. I dreamt that you and I were able to share a cheesecake again—the kind that grandma used to make for us when you were little. It tasted so good…"

Her voice trailed off, but finally she turned her head to look at her daughter. "That's impossible though, isn't it? After all, we never could find any place that had cheesecake like hers, and they won't even let me eat sweets here. I guess that's why it was just a dream."

Charlotte clutched her soul gem in her pocket. She could save her mother, but…

"Mom, I actually found a place recently that has cheesecake just like hers. I actually brought some, for us to share. But if they say you can't have any…"

A smile spread across her mother's face, melting Charlotte's heart. It was like she'd told her that she could be healthy again. "Charlotte, they told me I only have a couple more days, at best. They can't tell me what I can and can't eat." The first warm laugh in what felt like years escaped her lips.

Charlotte smiled too, though she hardly felt like smiling. "Then, close your eyes…"

With her mother's eyes closed, Charlotte focused, and let the warm magic flow through her fingers. A plate appeared first, then the cake, and finally, a bright red strawberry on top.

"Well, then, mommy…" Charlotte said as her mother's eyes fluttered open, "Shall we eat?"

The cheesecake was delicious, the best either had ever tasted in their lives. It was exactly like Charlotte's grandmother's cheesecake, but somehow, sharing the cake right then and there, as a final treat to her mother, made the cake taste better. Charlotte thought that maybe the salt of her tears brought out the flavour.

After she was done, Charlotte's mother settled back into her bed, facing the ceiling. She seemed to sink even deeper into the bed than usual, her face even more calm than ever. "That was delicious, Charlotte. Thank… you…" she muttered, falling back into sleep.

This time, however, the sleep was final—the single, monotone beep of the life monitor did not betray that. Charlotte's mother was dead.

Before a single tear could escape Charlotte's eye, a familiar silhouette hoisted itself up onto the window.

"Charlotte…! I didn't think you would let your own mother die," Kyubey said, settling himself on the windowsill.

Charlotte shook her head. "I couldn't save her. Not without going back to… what I was before. This way is better, probably. This way, I can save more people, and help out on Walpurgis Night."

"Going back to being sick? That's ridiculous! Who told you that could happen?"

Charlotte's heart nearly stopped beating. "That… magical girl from… before…" she muttered in disbelief. Had she been lied to?

"I think you were tricked Charlotte. If you use too much energy, you just become a witch like everyone else. Further more, I don't think it would have cost too much to have saved your mother. Your soul gem would be clean enough as it is right now, even more so before you made that cheesecake."

The plate shattered in Charlotte's grip, the glass cutting her fingers. She was shaking all over. "Why… why didn't you tell me…?"

"You didn't ask. After all, isn't this much better? A huge weight has been lifted off your shoulders! Now you don't have to worry about this woman."

Before she realized it, Charlotte was holding Kyubey by his neck, and her hand was glowing with magical energy. That energy was rapidly growing darker and darker, and Charlotte's heart was growing ever more heavier, but she didn't care.

"This won't solve anything, you know," Kyubey said, dangling in her grasp.

"I know," said Charlotte, drawing her fist back even further, "but it's going to feel good."

With that, she hit Kyubey square in his face, his body dissolving like dust. And with that—Charlotte used the last of her magical energy. She collapsed to the floor, laughing to herself. She'd just killed something. She'd sworn to herself when she first got her powers to never hurt another living thing with her powers, but she'd gone ahead and done it anyhow. She was no longer a magical girl—at this point, she was half-witch.

The world became shaky and blurry and dark. Charlotte turned her head to face her dead mother. "I'm so sorry, mom."

And with that, the world vanished, and Charlotte was no longer a magical girl. Instead, she became what she truly was—a seemingly innocent doll that barely concealed a vicious, power-hungry monster.

* * *

Yoko watched Charlotte become a witch. She hid in her lair, and watched as Charlotte killed another magical girl with yellow hair like the sun, and was defeated by another with black hair like a raven. She was a powerful witch, as the girl she killed was clearly a veteran, but in the end, there was another magical girl more powerful.

Such was the way things worked—and that was why it was better to use dirty tactics like playing possum, or scavenging for grief seed that had been lost or carelessly left behind, Yoko thought to herself as she scooped up the grief seed that a blue-haired schoolgirl had tossed to the ground as she left the scene. Obviously, that girl had not been a magical girl—otherwise, she would have kept the seed for her own, even if she didn't need it. It was a fine seed, too, with an even richer and darker colour than most.

"I only told you to help me turn Charlotte at the right time. I didn't think you'd end up killing those twins, too."

"Killing is such a strong word, Kyubey… I think I prefer the term, 'pass on,'" Yoko said, turning to the cat-like creature just a few feet away, "Besides, those girls have been hanging around my territory for too long. They were bugging me."

"Don't you humans usually feel remorse for such things?" Kyubey said.

Yoko laughed. "We're magical girls, Kyubey! We're hardly human at all. Especially me… you do remember what my special ability is, right? Since I wished for the businesses competing with my father's business to fail, I can curse normal people, make them sick until I want to kill them… just like a witch's kiss. You saw what I did to little Charlotte's mother just now. I'm no better than an actual witch. Anyhow, enough of that… how did your little project go?"

"Madoka was saved at the last second by a rogue magical girl—I don't know where she came from. Now that Madoka has seen her friend be killed in action, she's nervous to contract—but it's only a matter of time before she does."

"What's so great about this 'Madoka' anyhow?" Yoko scoffed, rolling the grief seed around her fingers.

"If I can get Madoka to make a contract, she'll make enough energy to fuel the universe for an unimaginable amount of time! Magical girls won't even need to exist after. The universe will be saved."

"So, that's it? We're all just unneeded pawns in your little experiment? Then what am I still doing here?" Yoko murmured, clenching the grief seed. Smirking, she tossed Kyubey the grief seed.

"Yoko, you don't want this?" Kyubey said, catching the seed with his mouth.

"Take it, cat. I don't need to be here anymore, so why bother?" laughed Yoko, watching in anticipation as her soul gem became darker. The other girls saw becoming a witch as a bad thing, where you lost all sight of yourself, but Yoko knew better. Although some magical girls had a rocky transition into witchhood and ended up becoming weak, strange creatures that couldn't even kill a human, most magical girls not only became several times more powerful as a witch, but they even maintained the most important parts of their existence as a human. Yoko had fought witches before surrounded by roses, or love notes, or hundreds of servants that catered to their every whim. Even Charlotte had been surrounded by sweets, and if the ruins scattered around her lair were any indication, she'd even kept the name she loved so much.

Truly, life as a witch would be better.

"I'm looking forward to it," Yoko muttered to herself as she allowed the darkness to engulf her.


End file.
